Common use of No Waivers; Amendments Clause in Contracts

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible Debenture, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or any other obligor on or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Note whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders of the requisite principal amount of Convertible Debentures Note have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Note which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesConvertible Note, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Note shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; providedPROVIDED, that without the consent of each holder of any Convertible Debenture Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Note whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders of the requisite principal amount of Convertible Debentures Note have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Note which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesNote, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further PROVIDED FURTHER that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Note shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesConvertible Notes, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser the Purchasers and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; providedPROVIDED, that without the consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible Debenture, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or any other obligor on or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further PROVIDED FURTHER that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesConvertible Notes, or by any Person Controlling, Controlled by, or under common Common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser the Purchasers and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company Company, Holdings and the Majority Holders; provided, that without the consent of each holder Holder of any Convertible Debenture Note affected thereby, an amendment amendment, supplement or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders Holders must consent to an amendment amendment, supplement or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or alter the redemption provisions with respect thereto or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible Debenturethe Notes. In determining whether the holders Holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreementthis Agreement or in the Notes, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesNotes, or or, except for DLJSC and its Subsidiaries (other than DLJMB, the Company and its Subsidiaries) by any Person Controllingcontrolling, Controlled controlled by, or under common Control control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates its Affiliates otherwise than solely in their capacities as holders Holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on of the part of any party Administrative Agent or Lender in exercising any right, power or remedy right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightright or power, power or remedy any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. Except as may be otherwise expressly provided herein, power no waiver of any provision of this Agreement nor any consent to any departure by any Borrower or remedyMillennium therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders or by the Administrative Agent on behalf of the Required Lenders (unless otherwise specified herein), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Borrower or Millennium in any case shall entitle such Borrower or Millennium to any other or further notice or demand in similar or other circumstances. (b) Any provision None of this Agreement Agreement, any other Loan Document or any exhibit or schedule hereto or thereto may be amended, supplemented amended or waived if, but only if, such amendment, supplement modified except pursuant to an agreement or waiver is agreements in writing and is signed entered into by the Company Borrowers and Millennium and by the Majority HoldersRequired Lenders; provided, however, that without no such agreement shall (i) change the consent principal amount or currency of, or extend or advance the maturity of each holder or any date for the payment of any Convertible Debenture affected therebyscheduled installment of principal of or interest on, an amendment any Loan or waiver may not (a) reduce LC Disbursement, or the aggregate principal amount or any date for the payment of Convertible Debentures whose holders must consent to an amendment any Fee, or waiverwaive or excuse any such payment or any part thereof, (b) or reduce the rate or extend the time for payment of interest on any Convertible DebentureLoan, or reduce any Fee, without the written consent of each Lender affected thereby, (cii) reduce the principal amount of or extend the stated maturity change any Commitment of any Convertible Debenture Lender without the prior written consent of such Lender, (iii) change Sections 2.18 or 2.19 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender, (iv) amend or modify or otherwise affect the rights or duties of the Administrative Agent, the Swingline Lender or any Issuing Bank without the prior written consent of the Administrative Agent, the Swingline Lender or such Issuing Bank, respectively, (v) release the guarantee by Millennium or Millennium America of the Obligations without the written consent of each Lender, (vi) release a material portion of the Collateral from the Liens of the Security Documents without the written consent of each Lender except as expressly provided in Section 10.14, or (dvii) make any Convertible Debenture payable in money amend or property other than as stated in such Convertible Debenture. In determining whether modify the holders definition of "Required Lenders", Section 2.19 Article IX, this Section 10.02 or Section 10.06 without the requisite principal amount prior written consent of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or any other obligor on or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determinationeach Lender; and provided further that no such amendment, supplement the consent of a majority in interest of the Lenders with Loans or waiver which affects Commitments of any Class will be required with respect to amendments or waivers that by their terms adversely affect the rights of Purchaser and their affiliates otherwise than solely such Lenders in their capacities as holders a manner different from that in which they affect Lenders with Loans or Commitments of Convertible Debentures any other Class. Any amendment or modification effected in accordance with this paragraph will be binding on each Borrowing Subsidiary whether or not such Borrowing Subsidiary shall be effective with respect to them without their prior written consenthave consented thereto.

No Waivers; Amendments. (a) No failure or delay on of the part of Administrative Agents, the Servicing Agent, the Fronting Bank or any party Lender in exercising any right, power or remedy right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightright or power, power or remedy any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. The rights and remedies of the Administrative Agents, power the Servicing Agent, the Fronting Bank and the Lenders hereunder are cumulative and not exclusive of any rights or remedyremedies which they would otherwise have. Except as may be otherwise expressly provided herein, no waiver of any provision of this Agreement nor any consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (unless otherwise specified herein), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agents, the Servicing Agent, any Lender or the Fronting Bank may have had notice or knowledge of such Default at the time. (b) Any provision of Neither this Agreement or any Exhibit or Schedule hereto may be amended, supplemented amended or waived if, but only if, such amendment, supplement modified except pursuant to an agreement or waiver is agreements in writing and is signed entered into by the Company Borrower and by the Majority HoldersRequired Lenders; provided, however, that no such agreement shall (i) change the Commitment of any Lender without the prior written consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiversuch Lender, (bii) reduce postpone the rate or extend the time for scheduled date of payment of interest on any Convertible Debenture, (c) reduce the principal amount of any Loan or extend LC Disbursement, or any interest thereon, or any Fee payable hereunder, or reduce the stated maturity amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Convertible Debenture Commitment, without the written consent of each Lender affected thereby, (iii) amend or modify or otherwise affect the rights or duties of the Administrative Agents, the Servicing Agent, the Fronting Bank or the Swingline Lender without the prior written consent of the Administrative Agents, the Servicing Agent, the Fronting Bank or the Swingline Lender, as the case may be, or (div) make amend or modify the definition of "Required Lenders", Section 2.17, this Section 10.02 or Section 10.07, without the prior written consent of each Lender. (c) Notwithstanding any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders provision of this Agreement, MAI may terminate its guarantee under Article IX at any time that it may do so under Section 8.6(c) of the requisite principal amount of Convertible Debentures have concurred Limited Partnership Agreement (as Section 8.6(c) is in any direction, consent, effect on the date hereof or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by such Section is hereafter amended with the Company or any other obligor on or guarantor consent of the convertible DebenturesRequired Lenders); provided, or by any Person Controllinghowever, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures termination shall be effective to the extent of the amount of any Guaranteed Obligations with respect to them without their prior written consentwhich an Event of Default under Article VII (b) or (c) has occurred and is continuing at the time that those conditions have been satisfied until such amount has been paid in full, together with all accrued and unpaid interest thereon (it being expressly understood that under certain circumstances MAI's guarantee under Article IX may be effectively terminated by MAI as to all Guaranteed Obligations upon satisfaction of such Section 8.6(c) conditions even though an Event of Default may have occurred and be continuing).

No Waivers; Amendments. (a) No failure or delay on the part of any party Fronting Bank, any Agent or any Lender in exercising any right, power or remedy hereunder right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightright or power, power or remedy any abandonment or discontinuance 95 of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. The rights and remedies of the Agents, power the Fronting Banks and the Lenders under the Loan Documents are cumulative and not exclusive of any rights or remedyremedies which they would otherwise have. Except as may be otherwise expressly provided herein, no waiver of any provision of this Agreement nor any consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (unless otherwise specified herein), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or any Fronting Bank may have had notice or knowledge of such Default at the time. (b) Neither this Agreement or any Exhibit or Schedule hereto may be amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and by the Required Lenders; provided, however, that no such agreement shall (i) change the Commitment of any Lender without the prior written consent of such Lender, (ii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any Fee payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iii) amend or modify or otherwise affect the rights or duties of any Agent, any Fronting Bank or the Swingline Lender without its prior written consent or (iv) amend or modify the definition of "Required Lenders", Section 2.18, this Section ---- 9.02 or Section 9.07, without the prior written consent of each Lender. ---- ---- (c) Any provision of this Agreement the Collateral Documents may be amended, supplemented amended or waived if, but only if, such amendment, supplement amendment or waiver is in writing and is signed by the Company each Loan Party party thereto and the Majority Holders; provided, that without Collateral Agent with the consent of each holder of any Convertible Debenture affected thereby, an the Required Lenders; provided that no such amendment or waiver may not (a) reduce shall, unless signed by all the aggregate principal amount Lenders, effect or permit a release of Convertible Debentures whose holders must consent to an amendment all or waiversubstantially all of the Collateral, (b) reduce the rate release any Loan Party from its Subsidiary Guarantee or extend the time for payment of interest on any Convertible Debenture, (c) reduce the principal amount of or extend the stated maturity permit termination of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible DebentureSubsidiary Guarantee. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or any other obligor on or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of Notwithstanding the foregoing, Subsidiary Guarantees shall be disregarded terminated and deemed Collateral (but not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures proceeds thereof) shall be effective with respect released from the Lien of the Collateral Documents from time to them time as necessary to effect any sale of assets, including the sale of a Subsidiary Loan Party, permitted by the Loan Documents, and the Collateral Agent shall execute and deliver all release documents reasonably requested to evidence such release (without their prior written consentthe requirement of consent from any Lender).

No Waivers; Amendments. (a) No failure or delay on the part of any party Fronting Bank, any Agent or any Lender in exercising any right, power or remedy hereunder right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightright or power, power or remedy any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. The rights and remedies of the Agents, power the Fronting Banks and the Lenders under the Loan Documents are cumulative and not exclusive of any rights or remedyremedies which they would otherwise have. Except as may be otherwise expressly provided herein, no waiver of any provision of this Agreement nor any consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (unless otherwise specified herein), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or any Fronting Bank may have had notice or knowledge of such Default at the time. (b) Any provision of Neither this Agreement nor any Exhibit or Schedule hereto may be amended, supplemented amended or waived if, but only if, such amendment, supplement modified except pursuant to an agreement or waiver is agreements in writing and is signed entered into by the Company Borrowers’ Agent on behalf of the Borrowers and by the Majority HoldersRequired Lenders; provided, however, that no such agreement shall (i) increase the Commitment of any Lender, or subject any Lender to any additional obligation, without the prior written consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiversuch Lender, (bii) reduce the rate or extend the time for postpone any scheduled date of payment of interest on any Convertible Debenture, (c) reduce the principal amount of any Loan or extend LC Disbursement, or any interest thereon, or any Fee payable hereunder, or reduce the stated maturity amount of, waive or excuse any such payment, or reduce the Applicable Margin, or postpone the scheduled date of expiration of any Convertible Debenture Commitment, without the written consent of each Lender affected thereby, (iii) amend or (d) make any Convertible Debenture payable in money modify or property other than as stated in such Convertible Debenture. In determining whether otherwise affect the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, rights or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or any other obligor on or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose duties of any such determination; and provided further that no such amendmentAgent, supplement any Fronting Bank or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them Swingline Lender without their its prior written consent, (iv) amend or modify the definition of “Required Lenders”, or otherwise change the percentage of Commitments or Credit Exposures, or the number of Lenders, which shall be required for the Lenders or any of them to take action hereunder, or increase the amount of the Total Commitment, or amend or modify Section 2.17, this Section 10.02 or Section 10.07, in each case without the prior written consent of each Lender or (v) amend or modify the definitions of “Available Inventory”, “Collateral Availability”, “Eligible Inventory”, “Excess Availability”, “Ineligible Inventory”, “SF Excess Availability”, “Total Collateral Availability” or “Total Excess Availability,” or amend, or waive a Default arising under, Section 7.01(o), in each case without the prior written consent of Lenders having aggregate Credit Exposures representing at least 66 2/3% of the sum of all Credit Exposures at such time; provided that any increase in the percentage set forth in clause (i) of the definition of “Available Inventory” to above 70% or any increase in the percentage set forth in clause (ii) of the definition of “Available Inventory” to above 85%, or any amendment of the definition of “Available Inventory” that would have the effect of so increasing either or both of such percentages, shall require the prior written consent of each Lender.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Note whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders of the requisite principal amount of Convertible Debentures Note have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Note which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesNote, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Note shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction AgreementFinancing Document, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesConvertible Notes, or by any Person Controlling, Controlled by, or under common Common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser the Purchasers and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the -------- consent of each holder Holder of any Convertible Debenture Note affected thereby, an amendment amendment, supplement or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders Holders must consent to an amendment amendment, supplement or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible Debenturethe Notes. In determining whether the holders Holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, consent or waiver as provided in any Transaction Agreementthis Agreement or in the Notes, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesNotes, or by any Person Controllingcontrolling, Controlled controlled by, or under common Control control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further provided, further, that no such -------- ------- amendment, supplement or waiver which affects the rights of the Purchaser and their affiliates its Affiliates otherwise than solely in their capacities as holders Holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on of the part of Administrative Agent or any party Bank in exercising any right, power or remedy right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightright or power, power or remedy any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. The rights and remedies of the Administrative Agent and the Banks hereunder are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any such Bank would otherwise have. No notice or demand on the Borrower shall entitle the Borrower to any other or further notice or demand in similar or other circumstances; provided that the foregoing shall not limit the right of the Borrower to any notice expressly provided for herein. No modification, power amendment or remedy. (b) Any waiver of any provision of this Agreement may or any of the Notes nor consent to any departure of the Borrower therefrom shall in any event be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is effective unless the same shall be in writing and is signed by the Company Required Banks and then such waiver or consent shall be effective only in the Majority Holdersspecific instance and for the purpose for which given. Any such modification, amendment, waiver or consent, so given, shall be effective to bind all the Banks; provided, that no such modification, amendment, waiver or consent may be made which will (i) reduce or increase the amount or alter the term of any Commitment of any Bank hereunder without the written consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not such Bank; (aii) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiver, (b) reduce the rate or extend 240 the time for payment of principal of or interest on any Convertible DebentureNote, (c) or reduce the principal amount or change the method of calculation provided for herein for determining the rate of interest on any Note, without the written consent of the holder of such Note; (iii) vary the amount or extend time for payment of fees payable to any Bank hereunder without the stated maturity written consent of any Convertible Debenture such Bank; (iv) change the definition of Required Banks set forth in Article I, or amend this Section 10.02 or Sectiona2.19 without the written consent of all the Banks; or (dv) make give any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or Note preference over any other obligor on Note in payment of principal or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consentinterest.

No Waivers; Amendments. (aA) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (bB) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Noteholder or the Holders; providedPROVIDED, that without the consent of each holder of any Convertible Debenture Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders Holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction this Agreement, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesConvertible Notes, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further PROVIDED FURTHER that no such amendment, supplement or waiver which affects the rights of Purchaser the Noteholder and any Holder and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company Intermediate Holdings and the Majority Holders; providedPROVIDED, that without the consent of each holder Holder of any Convertible Debenture Asset Bridge Note affected thereby, an amendment amendment, supplement or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Asset Bridge Notes whose holders Holders must consent to an amendment amendment, supplement or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureAsset Bridge Note, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Asset Bridge Note or (d) make any Convertible Debenture Asset Bridge Note payable in money or property other than as stated in such Convertible Debenturethe Asset Bridge Notes. In determining whether the holders Holders of the requisite principal amount of Convertible Debentures Asset Bridge Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreementthis Agreement or in the Asset Bridge Notes, Convertible Debentures Asset Bridge Notes which are owned by the Company Intermediate Holdings or any other obligor on or guarantor of the convertible DebenturesAsset Bridge Notes, or or, except for Rail America Funding, Inc. and its Affiliates by any Person Controllingcontrolling, Controlled controlled by, or under common Control control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further PROVIDED, FURTHER, that no such amendment, supplement or waiver which affects (x) the rights of Purchaser the Purchasers and their affiliates its Affiliates otherwise than solely in their capacities as holders Holders of Convertible Debentures Asset Bridge Notes shall be effective with respect to them without their prior written consent or (y) the interests, rights or obligations of the Collateral Agent (in its capacity as the Collateral Agent) shall be effective without the Collateral Agent's prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesConvertible Notes, or by any Person Controlling, Controlled by, . or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser the Purchasers and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on of the part of Agent, the Collateral Agent or any party in exercising Lender to exercise any right, power right hereunder or remedy hereunder under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Agent and the Requisite Lenders (or, power if applicable, all Lenders), and then such waiver or remedyconsent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Borrower in any case shall entitle any Borrower to any other or further notice or demand in similar or other circumstances. (b) Any provision Subject to the provisions of this SECTION 11.02(b), the Requisite Lenders (or the Agent with the consent in writing of the Requisite Lenders) and the Borrowers may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or waiving any Event of Default or Default hereunder; PROVIDED, any Interest Rate Agreement which constitutes a Loan Document may be amendedamended or modified solely with the consent of the parties thereto; PROVIDED, supplemented or waived ifFURTHER, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; providedHOWEVER, that no such supplemental agreement shall, without the consent of each holder of any Convertible Debenture Lender affected thereby: (i) Postpone or extend the Revolving Credit Commitment Termination Date, an amendment the maturity date for the Loans or any other date fixed for any payment of principal of, or interest on, the Loans or any fees or other amounts payable to such Lender except with respect to (A) any modifications of the provisions relating to prepayments of Loans and other Obligations and (B) a waiver may not of the application of the default rate of interest pursuant to SECTION 2.05(b) hereof. (aii) reduce Reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment any Loans, or waiver, (b) reduce the rate or extend the time for of payment of interest on any Convertible Debenture, or fees thereon. (ciii) reduce Reduce the principal amount percentage specified in the definition of Requisite Lenders or extend the stated maturity of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company Requisite Revolving Lenders or any other obligor percentage of Lenders specified to be the applicable percentage in this Agreement to act on specified matters or guarantor amend the definition of "Pro Rata Share". (iv) Increase the amount of any Commitment of any Lender hereunder or increase or decrease any Lender's Pro Rata Share. (v) Permit any Borrower to assign its rights under this Agreement. (vi) Release all or substantially all of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose Collateral. (vii) Amend this SECTION 11.02(b). No amendment of any such determination; and provided further that no such amendment, supplement provision of this Agreement relating to the Agent or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Collateral Agent shall be effective with respect to them without their prior the written consentconsent of the Agent or the Collateral Agent, as applicable.

No Waivers; Amendments. (a) No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay on the part of any party in exercising exercising, any right, power remedy, power, or remedy hereunder privilege arising from this Agreement shall operate or be construed as a waiver thereof, ; nor shall any single or partial exercise of any such right, power remedy, power, or remedy privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power remedy, power, or remedyprivilege. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Corporation or any Securityholder at law or in equity or otherwise. (b) Any This Agreement may only be amended, waived or otherwise modified (including restated or supplemented) (whether by merger, consolidation or otherwise) by an instrument in writing executed by at least two Appointing Persons (or by a sole remaining Appointing Person); provided, that no provision of this Agreement may shall be amended, supplemented waived or waived ifotherwise modified (including restated or supplemented) (whether by merger, but only ifconsolidation or otherwise) (i) (A) in a manner that is disproportionately and materially adverse to any Securityholder (as compared to other Securityholders holding the same class of Corporation Securities), (B) in a manner that would materially and adversely affect the rights of any Securityholder provided in Article III, or (C) in a manner that would impose any Transfer restrictions applicable to any Securityholder, in each case without the prior written consent of such amendment, supplement Securityholder so affected or waiver is (ii) in writing and is signed by a manner that would reduce the Company and threshold for termination set forth in Section 5.2 without the Majority Holders; prior written consent of each Appointing Person provided, however, that any Securityholder may waive any or all of its rights hereunder by an instrument in a writing executed by such Securityholder without the consent of each holder any other Person, so long as such waiver does not adversely affect the rights of any Convertible Debenture affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible Debenture, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred Securityholder in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or any other obligor on or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of respect. Notwithstanding the foregoing, Exhibit A may be amended by resolution of the Board. The Corporation shall be disregarded and deemed not give prompt written notice to be outstanding for the purpose Securityholders of any such determination; and provided further that no such amendmentamendments, supplement waivers or waiver which affects modifications of the rights provisions of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consentthis Agreement.

No Waivers; Amendments. (a) No failure or delay on of the part of Administrative Agent or any party Bank in exercising any right, power or remedy right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightright or power, power or remedy any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. The rights and remedies of the Administrative Agent and the Banks hereunder are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any such Bank would otherwise have. No notice or demand on the Borrower shall entitle the Borrower to any other or further notice or demand in similar or other circumstances; provided that the foregoing shall not limit the right of the Borrower to any notice expressly provided for herein. No modification, power amendment or remedy. (b) Any waiver of any provision of this Agreement may or any of the Notes nor consent to any departure of the Borrower therefrom shall in any event be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is effective unless the same shall be in writing and is signed by the Company Required Banks and then such waiver or consent shall be effective only in the Majority Holdersspecific instance and for the purpose for which given. Any such modification, amendment, waiver or consent, so given, shall be effective to bind all the Banks; provided, that no such modification, amendment, waiver or consent may be made which will 152 (i) reduce or increase the amount or alter the term of any Commitment of any Bank hereunder without the written consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not such Bank; (aii) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of principal of or interest on any Convertible DebentureNote, (c) or reduce the principal amount or change the method of calculation provided for herein for determining the rate of interest on any Note, without the written consent of the holder of such Note; (iii) vary the amount or extend time for payment of fees payable to any Bank hereunder without the stated maturity written consent of any Convertible Debenture such Bank; (iv) change the definition of Required Banks set forth in Article I, or amend this Section 10.02 or Section 2.18 without the written consent of all the Banks; or (dv) make give any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or Note preference over any other obligor on Note in payment of principal or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consentinterest.

No Waivers; Amendments. (a) No failure or delay on the ---------------------- part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any 184 other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendmentagreement, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the -------- consent of each holder Holder of any Convertible Debenture Obligation affected thereby, an amendment amendment, supplement or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Obligation whose holders Holders must consent to an amendment amendment, supplement or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureObligation, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Obligation or alter the redemption provisions (other than the provisions providing for the payment of a premium in connection with a redemption) with respect thereto or (d) make any Convertible Debenture Obligation payable in money or property other than as stated herein and in such Convertible Debenturethe Obligations. In determining whether the holders Holders of the requisite principal amount of Convertible Debentures Obligations have concurred in any direction, consent, or waiver as provided in any Transaction Agreementthis Agreement or in the Notes, Convertible Debentures Securities, or Loans which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesNotes, or or, by any Person Controllingcontrolling, Controlled controlled by, or under common Control control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further -------- ------- that no such amendment, supplement or waiver which affects the rights of Purchaser the Bridge Parties and their affiliates respective Affiliates otherwise than solely in their capacities as holders of Convertible Debentures Holders shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on of the part of Agent, the Collateral Agent or any party in exercising Lender to exercise any right, power right hereunder or remedy hereunder under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Agent and the Requisite Lenders, power and then such waiver or remedyconsent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Borrower in any case shall entitle any Borrower to any other or further notice or demand in similar or other circumstances. (b) Any provision Subject to the provisions of this Agreement may be amendedSECTION 11.02(B), supplemented the Requisite Lenders (or waived if, but only if, such amendment, supplement or waiver is the Agent with the consent in writing and is signed by of the Company Requisite Lenders) and the Majority HoldersBorrowers may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or waiving any Event of Default or Default hereunder; providedPROVIDED that no such supplemental agreement shall, that without the consent of each holder Lender affected thereby and in the case of clause (vii) below, so long as Lucent shall have any Convertible Debenture affected therebyunused Commitment Amount without the consent of Lucent: (i) Postpone or extend the Commitment Termination Date, an amendment the maturity date for the loans or any other date fixed for any payment of principal of, or interest on, the Loans or any fees or other amounts payable to such Lender except with respect to (A) any modifications of the provisions relating to prepayments of Loans and other Obligations and (B) a waiver may not of the application of the default rate of interest pursuant to SECTION 2.05(B). (aii) reduce Reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment any Loans, or waiver, (b) reduce the rate or extend the time for of payment of interest on any Convertible Debenture, or fees thereon. (ciii) reduce Reduce the principal amount percentage specified in the definition of or extend the stated maturity of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company Requisite Lenders or any other obligor on or guarantor percentage of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not Lenders specified to be outstanding for the purpose applicable percentage in this Agreement to act on specified matters or amend the definition of "Pro Rata Share". (iv) Increase the amount of any such determination; and provided further that no such amendment, supplement Commitment of any Lender hereunder or waiver which affects increase any Lender's Pro Rata Share. (v) Permit any Borrower to assign its rights under this Agreement. (vi) Release all or substantially all the rights Collateral. (vii) Amend Section 2.02. (viii) Amend this SECTION 11.02(B). No amendment of Purchaser and their affiliates otherwise than solely in their capacities as holders any provision of Convertible Debentures this Agreement relating to the Agent or the Collateral Agent shall be effective with respect to them without their prior the written consentconsent of the Agent or the Collateral Agent, as applicable.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without -------- the consent of each holder of any Convertible Debenture Note affected thereby, thereby an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesConvertible Notes, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such ----------------- amendment, supplement or waiver which affects the rights of Purchaser the Purchasers and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesNotes, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on of the part of Administrative Agent or any party Bank in exercising any right, power or remedy right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightright or power, power or remedy any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. The rights and remedies of the Administrative Agent and the Banks hereunder are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any such Bank would otherwise have. No notice or demand on the Borrower shall entitle the Borrower to any other or further notice or demand in similar or other circumstances; provided that the foregoing shall not limit the right of the Borrower to any notice expressly provided for herein. No modification, power amendment or remedy. (b) Any waiver of any provision of this Agreement may or any of the Notes nor consent to any departure of the Borrower therefrom shall in any event be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is effective unless the same shall be in writing and is signed by the Company Required Banks and then such waiver or consent shall be effective only in the Majority Holdersspecific instance and for the purpose for which given. Any such modification, amendment, waiver or consent, so given, shall be effective to bind all the Banks; providedprovided that no such modification, that amendment, waiver or consent may be made which will (i) reduce or increase the amount or alter the term of any Commitment of any Bank hereunder without the written consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not such Bank; (aii) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for reimbursement of any LC Disbursement or for payment of principal of or interest on any Note, or reduce the principal amount or decrease the rate of interest on any Convertible DebentureLoan or change the method of calculation provided for herein for determining the rate of interest on any Note, (c) or vary the time for payment or reduce the principal amount of fees payable to any Bank hereunder, or extend release any Guarantor or any collateral hereunder, or change the stated maturity definition of any Convertible Debenture Required Banks set forth in Article I, or amend this Section 10.02 or Section 2.19, without the written consent of all the Banks; or (diii) make give any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or Note preference over any other obligor on Note in payment of principal or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consentinterest.

No Waivers; Amendments. (a) No failure or delay on of the part of Administrative Agent or any party Lender in exercising any right, power or remedy right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightright or power, power or remedy any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have. Except as may be otherwise expressly provided herein, power no waiver of any provision of this Agreement nor any consent to any departure by the Borrower or remedyany Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent on behalf of the Required Lenders (unless otherwise specified herein), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any Guarantor in any case shall entitle the Borrower or such Guarantor to any other or further notice or demand in similar or other circumstances. (b) Any Neither this Agreement, nor any provision of this Agreement hereof nor any exhibit or schedule hereto may be amended, supplemented amended or waived if, but only if, such amendment, supplement modified except pursuant to an agreement or waiver is agreements in writing and is signed entered into by the Company Borrower and the Majority HoldersRequired Lenders; provided, however, that without no such agreement shall (i) decrease the consent principal amount of, or extend the maturity of each holder or any dates for the payment of any Convertible Debenture affected therebyscheduled installment of principal of or interest on, an amendment any Loan, or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment waive or waiverexcuse any such payment or any part thereof, (b) or reduce the rate or extend the time for payment of interest on any Convertible DebentureLoan, or reduce the Commitment Fee, without the written consent of each Lender affected thereby, (cii) reduce the principal amount of change or extend the stated maturity Commitment of any Convertible Debenture Lender, without the prior written consent of such Lender, (iii) amend or modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent or (div) make any Convertible Debenture payable in money amend or property other than as stated in such Convertible Debenture. In determining whether modify the holders definition of the requisite principal amount of Convertible Debentures have concurred in any direction"Required Lenders", consentSection 2.16, this Section 10.02 or Section 10.06(a), or waiver as provided in release any Transaction AgreementGuarantor or all or substantially all the Collateral, Convertible Debentures which are owned by without the Company or any other obligor on or guarantor written consent of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consenteach Lender.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible DebentureNote. In determining whether the holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction AgreementFinancing Document, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesConvertible Notes, or by any Person Controlling, Controlled by, or under common Common Control with -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 52 (Take-Two Interactive Software, Inc.) any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser the Purchasers and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) 13.2.1. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) 13.2.2. Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible Debenture, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or any other obligor on or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on of the part of Administrative Agent, the Collateral Agent or any party in exercising Lender to exercise any right, power right hereunder or remedy hereunder under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement or any other Loan Document (exclusive of any Interest Rate Agreement) nor consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Requisite Lenders, power and then such waiver or remedyconsent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Borrower in any case shall entitle any Borrower to any other or further notice or demand in similar or other circumstances. (b) Any provision Subject to the provisions of this Agreement may be amendedSection 11.02(b), supplemented the ---------------- Requisite Lenders (or waived if, but only if, such amendment, supplement or waiver is the Administrative Agent with the consent in writing and is signed by of the Company Requisite Lenders) and the Majority HoldersBorrowers may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or waiving any Event of Default or Default hereunder; provided, that any Interest Rate Agreement which constitutes a Loan Document may be amended or modified solely with the consent of the parties thereto; provided, further, -------- ------- however, that no such supplemental agreement shall, without the consent of each holder of any Convertible Debenture ------- Lender affected thereby: (1) Postpone or extend the Revolving Loan Commitment Termination Date, an amendment the Term Loan Commitment Termination Date, the maturity date for the Loans or any other date fixed for any payment of principal of, or interest on, the Loans or any fees or other amounts payable to such Lender except with respect to (A) any modifications of the provisions relating to prepayments of Loans and other Obligations and (B) a waiver may not of the application of the default rate of interest pursuant to Section 2.05(b) --------------- hereof. (a2) reduce Reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment any Loans, or waiver, (b) reduce the rate or extend the time for of payment of interest on any Convertible Debenture, or fees thereon. (c3) reduce Reduce the principal amount percentage specified in the definition of or extend the stated maturity of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company Requisite Lenders or any other obligor percentage of Lenders specified to be the applicable percentage in this Agreement to act on specified matters or guarantor amend the definition of "Pro Rata Share". (4) Increase the amount of any Commitment of any Lender hereunder or increase any Lender's Pro Rata Share. (5) Permit any Borrower to assign its rights under this Agreement. (6) Release all or substantially all of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose Collateral. (7) Amend this Section 11.02(b). ---------------- No amendment of any such determination; and provided further that no such amendment, supplement provision of this Agreement relating to the Administrative Agent or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Collateral Agent shall be effective with respect to them without their prior the written consentconsent of the Administrative Agent or the Collateral Agent, as applicable.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture Bridge Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Bridge Notes whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureBridge Note, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Bridge Note or (d) make any Convertible Debenture Bridge Note payable in money or property other than as stated in such Convertible DebentureBridge Note. In determining whether the holders of the requisite principal amount of Convertible Debentures Bridge Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Bridge Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesConvertible Bridge Notes, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Bridge Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company each Financing Entity party hereto and the Majority Holders; providedPROVIDED, that without the consent of each holder of any Convertible Debenture Instrument affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Instruments whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureInstrument, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Instrument or (d) make any Convertible Debenture Instrument payable in money or property other than as stated in such Convertible DebentureInstrument. In determining whether the holders of the requisite principal amount of Convertible Debentures Instruments have concurred in any direction, consent, or waiver as provided in any Transaction AgreementFinancing Document, Convertible Debentures Instruments which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesConvertible Instruments, or by any Person Controlling, Controlled by, or under common Common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further PROVIDED FURTHER that no such amendment, supplement or waiver which affects the rights of Purchaser the Purchasers and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Instruments shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party Agent, any Issuing Bank or any Lender in exercising any right, power or remedy right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightright or power, power or remedy any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. The rights and remedies of the Agents, power the Issuing Banks and the Lenders hereunder are cumulative and not exclusive of any rights or remedyremedies which they would otherwise have. Except as may be otherwise expressly provided herein, no waiver of any provision of this Agreement or consent to any departure by any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Credit Party in any case shall entitle such Credit Party to any other or further notice or demand in similar or other circumstances. (b) Any provision None of this Agreement Agreement, any other Credit Document or any exhibit or schedule hereto or thereto may be amendedwaived, supplemented amended or waived if, but only if, such amendment, supplement modified except pursuant to an agreement or waiver is agreements in writing and is signed entered into by the Company Borrowers and Millennium and by the Majority HoldersRequired Lenders (or by the Borrowers and Millennium and by the Administrative Agent with the consent of the Required Lenders); provided, however, that without the consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not no such agreement shall (a) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible Debenture, (ci) reduce the principal amount of or change the currency of, or extend the stated maturity of or any Convertible Debenture date for the payment of any scheduled installment of principal of or interest on, any Loan or LC Disbursement, or the amount or any date for the payment of any Fee, or waive or excuse any such payment or any part thereof, or reduce the rate of interest on any Loan, or reduce any Fee, without the written consent of each Lender affected thereby, (ii) change any Commitment of any Lender without the prior written consent of such Lender, (iii) amend or modify or otherwise affect the rights or duties of any Agent, the Swingline Lender or any Issuing Bank without the prior written consent of such Agent, the Swingline Lender or such Issuing Bank, respectively, (iv) release substantially all the US Guarantees with respect to the US Obligations, or substantially all the Collateral securing the US Obligations, without the written consent of each US Tranche Revolving Lender, (v) release substantially all the US Guarantees and Australian Guarantees with respect to the Obligations under the Australian Tranche, or substantially all the Collateral securing the Obligations under the Australian Tranche, without the written consent of each Australian Tranche Lender or (dvi) make any Convertible Debenture payable amend or modify the percentage in money the definition of “Required Lenders”, Section 2.18, Article IX or property other than as stated this Section 10.02 without the prior written consent of each Lender; provided further that the consent of a majority in such Convertible Debenture. In determining whether the holders interest of the requisite principal amount Lenders with Loans or Commitments of Convertible Debentures have concurred any Class will be required with respect to amendments or waivers that by their terms adversely affect the rights of such Lenders in any direction, consent, a manner different from that in which they affect Lenders with Loans or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or Commitments of any other obligor on or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of Class. (c) Notwithstanding the foregoing, shall technical and conforming modifications to the Credit Documents may be disregarded made with the consent of the US Borrower and deemed not the Administrative Agent to be outstanding for the purpose of extent necessary to integrate any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consentCommitment Increase.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture Promissory Note affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Promissory Note whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebenturePromissory Note, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Promissory Note or (d) make any Convertible Debenture Promissory Note payable in money or property other than as stated in such Convertible DebenturePromissory Note. In determining whether the holders of the requisite principal amount of Convertible Debentures Promissory Note have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Promissory Note which are is owned by the Company or any other obligor on or guarantor of the convertible DebenturesPromissory Note, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Promissory Note shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible Debenture, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesNotes, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on of the part of Administrative Agent or any party Bank in exercising any right, power or remedy right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightright or power, power or remedy any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other rightright or power. The rights and remedies of the Administrative Agent and the Banks hereunder are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any such Bank would otherwise have. No notice or demand on the Borrower shall entitle the Borrower to any other or further notice or demand in similar or other circumstances; provided that the foregoing shall not limit the right of the Borrower to any notice expressly provided for herein. No modification, power amendment or remedy. (b) Any waiver of any provision of this Agreement may or any of the Notes nor consent to any departure of the Borrower therefrom shall in any event be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is effective unless the same shall be in writing and is signed by the Company Required Banks and then such waiver or consent shall be effective only in the Majority Holdersspecific instance and for the purpose for which given. Any such modification, amendment, waiver or consent, so given, shall be effective to bind all the Banks; providedprovided that, that no such modification, amendment, waiver or consent may be made which will (i) reduce or increase the amount or alter the term of any Commitment of any Bank hereunder without the written consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not such Bank; (aii) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of principal of or interest on any Convertible DebentureNote, (c) or reduce the principal amount or decrease the rate of interest on any Loan or extend change the stated maturity method of calculation provided for herein for determining the rate of interest on any Convertible Debenture Note, or vary the time for payment or reduce the amount of fees payable to any Bank hereunder, or release any Guarantor or any collateral hereunder, or change the definition of Required Banks set forth in Article I, or amend this Section 10.02 or Section 2.18, without the written consent of all the Banks; or (diii) make give any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or Note preference over any other obligor on Note in payment of principal or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consentinterest.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder Holder of any Convertible Debenture Note affected thereby, an amendment amendment, supplement or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders Holders must consent to an amendment amendment, supplement or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote of such Holder, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note of such Holder or alter the redemption provisions with respect thereto, (d) make any Convertible Debenture Note of such Holder payable in money or property other than as stated in such Convertible Debenturethe Notes or (e) release all or substantially all of the collateral in pledge under the Security Documents. In determining whether the holders Holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreementthis Agreement or in the Notes, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesNotes, or by any Person Controlling(other than [DLJSC] or any of its Subsidiaries) controlling, Controlled controlled by, or under common Control control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates its Affiliates otherwise than solely in their capacities as holders Holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendment, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder of any Convertible Debenture affected thereby, an amendment or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible Debenture, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company or any other obligor on or guarantor of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further PROVIDED FURTHER that no such amendment, supplement or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. (b) Any provision of this Agreement may be amended, supplemented or waived if, but only if, such amendmentagreement, supplement or waiver is in writing and is signed by the Company and the Majority Holders; provided, that without the consent of each holder Holder of any Convertible Debenture Note affected thereby, an amendment amendment, supplement or waiver may not (a) reduce the aggregate principal amount of Convertible Debentures Notes whose holders Holders must consent to an amendment amendment, supplement or waiver, (b) reduce the rate or extend the time for payment of interest on any Convertible DebentureNote, (c) reduce the principal amount of or extend the stated maturity of any Convertible Debenture Note or alter the redemption provisions with respect thereto or (d) make any Convertible Debenture Note payable in money or property other than as stated in such Convertible Debenturethe Notes. In determining whether the holders Holders of the requisite principal amount of Convertible Debentures Notes have concurred in any direction, consent, or waiver as provided in any Transaction Agreementthis Agreement or in the Notes, Convertible Debentures Notes which are owned by the Company or any other obligor on or guarantor of the convertible DebenturesNotes, or or, by any Person Controllingcontrolling, Controlled controlled by, or under common Control control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and provided further that no such amendment, supplement or waiver which affects the rights of each Purchaser and their affiliates its Affiliates otherwise than solely in their capacities as holders Holders of Convertible Debentures Notes shall be effective with respect to them without their prior written consent.

No Waivers; Amendments. (a) No failure or delay on of ---------------------- the part of Administrative Agent, the Collateral Agent or any party in exercising Lender to exercise any right, power right hereunder or remedy hereunder under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement or any other Loan Document (exclusive of any Interest Rate Agreement) nor consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Requisite Lenders, power and then such waiver or remedyconsent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Borrower in any case shall entitle any Borrower to any other or further notice or demand in similar or other circumstances. (b) Any provision Subject to the provisions of this Agreement may be amendedSection 11.02(b), supplemented the Requisite ---------------- Lenders (or waived if, but only if, such amendment, supplement or waiver is the Administrative Agent with the consent in writing and is signed by of the Company Requisite Lenders) and the Majority HoldersBorrowers may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or waiving any Event of Default or Default hereunder; provided, that -------- any Interest Rate Agreement which constitutes a Loan Document may be amended or modified solely with the consent of the parties thereto; provided, further, -------- ------- however, that no such supplemental agreement shall, without the consent of each holder of any Convertible Debenture ------- Lender affected thereby: (i) Postpone or extend the Commitment Termination Date, an amendment the maturity date for the loans or any other date fixed for any payment of principal of, or interest on, the Loans or any fees or other amounts payable to such Lender except with respect to (A) any modifications of the provisions relating to prepayments of Loans and other Obligations and (B) a waiver may not of the application of the default rate of interest pursuant to Section 2.05(b) hereof. --------------- (aii) reduce Reduce the aggregate principal amount of Convertible Debentures whose holders must consent to an amendment any Loans, or waiver, (b) reduce the rate or extend the time for of payment of interest on any Convertible Debenture, or fees thereon. (ciii) reduce Reduce the principal amount percentage specified in the definition of or extend the stated maturity of any Convertible Debenture or (d) make any Convertible Debenture payable in money or property other than as stated in such Convertible Debenture. In determining whether the holders of the requisite principal amount of Convertible Debentures have concurred in any direction, consent, or waiver as provided in any Transaction Agreement, Convertible Debentures which are owned by the Company Requisite Lenders or any other obligor percentage of Lenders specified to be the applicable percentage in this Agreement to act on specified matters or guarantor amend the definition of "Pro Rata Share". (iv) Increase the amount of any Commitment of any Lender hereunder or increase any Lender's Pro Rata Share. (v) Permit any Borrower to assign its rights under this Agreement. (vi) Release all or substantially all of the convertible Debentures, or by any Person Controlling, Controlled by, or under common Control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose Collateral. (vii) Amend this Section 11.02(b). ---------------- No amendment of any such determination; and provided further that no such amendment, supplement provision of this Agreement relating to the Administrative Agent or waiver which affects the rights of Purchaser and their affiliates otherwise than solely in their capacities as holders of Convertible Debentures Collateral Agent shall be effective with respect to them without their prior the written consentconsent of the Administrative Agent or the Collateral Agent, as applicable.